745 Seventh Avenue
New York, NY 10019
United States
Sent via E-mail
May 14, 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Registration Statement on Form S-4 (Registration No. 333-262583)
To whom it may concern:
Reference is made to the above-referenced registration statement (the
Registration Statement ) of
ArcLight Clean Transition Corp. II (the Issuer ) under the Securities Act
of 1933, as amended (the
Securities Act ) with respect to a proposed business combination involving
a merger, consolidation,
exchange of securities, acquisition of assets, or similar transaction involving
a special purpose acquisition
company and one or more target companies (the Transaction ). The
Registration Statement has not yet
been declared effective as of the date of this letter.
This letter is to advise you that, effective as of May 14, 2022, our firm
has resigned from, or ceased or
refused to act in, every capacity and relationship in which we were described
in the Registration Statement
as acting or agreeing to act (including, without limitation, any capacity or
relationship (A) required to be
described under Paragraph (5) of Schedule A (15 U.S.C. 77aa) or (B) for which
consent is required under
Section 7 of the Securities Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section
11(b)(1) of the Securities Act, that
none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended) or any of its
affiliates (within the
meaning of Rule 405 under the Securities Act) will be responsible for any part
of the Registration Statement.
This notice is not intended to constitute an acknowledgment or admission that
we have been or are an
underwriter (within the meaning of Section 2(a)(11) of the Securities Act or
the rules and regulations
promulgated thereunder) with respect to the Transaction.
Sincerely,
By:
Name: Santino
Basile
Title: Managing
Director
cc: Kevin Dougherty (via email)
29225864V2